creating a premier energy company positioned to deliver value
TRANSCRIPT
PowerPoint PresentationSeptember 2021
Substantially increases return of capital to Cimarex shareholders
• Committed to returning 50%+ of FCF to shareholders with confidence to distribute 30%+ of CFO at all but the lowest of commodity price scenarios
• Enhances dividend payout to current Cimarex shareholders: › Increases base dividend by ~86% vs current Cimarex dividend › Introduces variable dividend targeting return of 50%+ of FCF › Pays special dividend of $0.50/combined company share after closing (equal to $2.01/Cimarex share)
Improved free cash flow profile driven by best-in-class combined assets
• Cimarex shareholders gain leverage to among the lowest break-even natural gas assets in North America through Cabot, creating a portfolio with scale & substantial capital optionality
• Combining Cimarex with Cabot’s low-decline assets enhances FCF resilience & delivers a combined >20 year estimated life of low-cost, high-return inventory
› PDP reserves increase from ~33% to ~38% of asset value1, improving cash flow stability & predictability › PDP reserve life increases from ~7 years to ~9 years1, improving cash flow longevity & continuity
• Increases NAV (discounted value of asset life cash flow generation) per share1
• Increases FCF upside, decreases downside exposure & reduces mid-cycle volatility • Expect to generate $4.7bn cumulative FCF 2022-24 at mid-cycle commodity prices
Strengthened financial profile with lower leverage and specific, actionable synergies
• Lowers leverage from 0.8x to 0.3x (’22E)1
• Improves cost of capital from scale, liquidity & stability • Strengthened balance sheet & cash flow stability create flexibility for combined company hedging strategy • $100mm in identified G&A synergies expected, with further opportunities to enhance capital efficiency & realize operational synergies
Compelling Transaction with a Commitment to Best-in-Class Returns
1Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 2
Strong Board & accountable governance
• Experienced, independent Board with strengths in executive leadership, capital allocation, ESG/Energy transition & M&A, among others › 4 of 8 independent directors expected to serve on the Board are diverse
• Combination enhances Board accountability & overall corporate governance profile: › Results in annual election of directors (with majority vote standard) & shareholder ability to act by written consent › Eliminates supermajority voting requirements › Continuing commitment to Board practice of soliciting & responding to shareholder feedback › Executive compensation will remain aligned with key strategic priorities, including environmental metrics & company
performance
• Separate Board committee of independent directors will provide oversight of all sustainability commitments, progress & standards • Sustainability metrics & commitments will be embedded in executive compensation, ensuring alignment
Transaction result of comprehensive process
• Process guided by fundamental changes in the energy industry and investor sentiment, with feedback from Cimarex’s shareholders › Independent Board thoroughly & thoughtfully explored potential alternatives to address industry changes › Sought perspectives of multiple shareholders on Cimarex’s outlook, strategy & opportunities throughout process
• Engaged in preliminary discussions with Cabot & 5 other E&P companies at various times over the course of 2020 & into 2021 › Proceeded to confidential diligence with Cabot & another E&P company › Cimarex team performed thorough operational, technical & financial due diligence on Cabot’s assets for over 3 months
• Ultimately, the Cimarex Board unanimously determined that a combination with Cabot would further align Cimarex with evolving industry trends & best-position the combined company for enhanced value creation
Compelling Transaction with a Commitment to Best-in-Class Returns (cont.)
3
Transaction Significantly Enhances Cimarex’s Profile on a Range of Key Metrics1
• Base quarterly cash dividend per share increases by 86%
• PDP value per share increases by 27%
• Increases NAV per share across full range of scenarios2
Combined Company Will Be Part of An Elite Class of Leading E&Ps
2022E FCF Yield + 2020-2022 Prod. CAGR greater than 10%
2022E Reinvestment Ratio of less than 60%
YE 2022 Net Debt / 2022E EBITDAX of less than 1.0x
Market cap greater than $10bn
2022E-2024E Cum. FCF as a % of Market Cap. of greater than 30%
The combined company will be one of only a few elite companies3 among 36 U.S. upstream independents to
achieve the following:
Commitment to Return 50%+ of FCF 50%+
1 Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 2 See Joint Proxy Statement/Prospectus of Cimarex and Cabot Oil & Gas for additional details 3 Includes the combined company, COP, DVN, FANG & PXD
$0.27
$0.50
$44.06
$56.07
4
New Dividend Framework Accelerates Return of Capital to Cimarex Shareholders
$106 $130
2021e 2021e 2022e 2023e 2024e Targeting future share repurchases / special dividends, depending on cash flow generation
1Variable dividend assumes base plus variable equals 50% of FCF 2$55/Bbl WTI oil price & $2.75/Mmbtu NYMEX Henry Hub natural gas price 3Assumes standalone 1Q to 3Q base dividends plus pro forma 4Q base dividend
INCREASING BASE DIVIDEND › Anticipate increasing base annual dividend to
XEC shareholders by 86% › Committed to growing base dividend over time
INTRODUCING VARIABLE DIVIDEND › Expect to introduce quarterly variable dividend
after closing (expect first payment 1Q22) › Flexible mechanism for targeting a total return of
50%+ of free cash flow
PAYING SPECIAL DIVIDEND
› $0.50 per combined company share ($2.01 per Cimarex share) special dividend expected to be payable after closing
› Equal to nearly two years of Cimarex’s base dividend
Base Dividend Variable Dividend
Materially Enhancing Dividend Payout (~3.5x standalone)1
Standalone XEC vs. XEC shareholder share of pro forma cash distributions ($mm) at mid- cycle price deck2
Special Dividend
$0.4
$5.7
$7.5
$40 / $2.25 $40 / $3.00 $50 / $2.25 $50 / $3.00 Mid-Cycle ($55 / $2.75)
$60 / $2.25 $60 / $3.00 $70 / $3.50
Base Dividend Variable Dividend Excess FCF 2022 - 2024 Cumulative FCF
Capacity & confidence to distribute >30% of CFO in all but the lowest commodity price scenarios
Robust FCF Outlook Drives Material Step-up in Capital Returns to Shareholders
1Variable dividend plus base dividend equals 50%+ of FCF. For illustrative purposes, the variable dividend plus the base dividend in each pricing scenario equals the greater of 30% of CFO or 50% of FCF
2022-2024 Cumulative FCF Outlook ($bn)1
FCF & implied cash distributions to shareholders at various price scenarios
6
(61%)
(76%) (70%) (57%)
60% 61% 69%
$70 oil & $3.50 gas
$40 oil & $2.00 gas
$70 oil & $2.75 gas
$40 oil & $2.75 gas
XEC standalone
Note: Analysis examines movement of 2022-2024 total cash flow across a 90% commodity price confidence interval around a $55 oil / $2.75 gas “mid-cycle” price case. Commodity price confidence interval based on statistical analysis of 15+ years of futures contract time spreads, resulting in NYMEX commodity price ranges of $40-70 / bbl & $2.00-$3.50 / MMBtu
Ability to Optimize Capital Allocation Through Commodity Cycles Makes FCF More Resilient
Optimized Optimized
“Optimized” pro forma case illustrates the combined company’s ability to reallocate capital to increase overall returns while moderating growth
Standalone Standalone
% Change in FCF % Change in FCF
Increased FCF Upside; Reduced FCF Downside Increased FCF upside in high commodity price environments & reduced FCF downside in low commodity price environments
Reduced Volatility & Asymmetric Protection FCF volatility from oil price changes is significantly diminished; elimination of downside greater than reduction in upside exposure
7
$1.87 $2.32 $2.33 $2.53 $2.58 $2.60 $2.71 $2.77 $2.95 $3.01
$3.37
or th
T X
1Oil & natural gas play breakeven analysis assumes 25% BTAX IRRs & strip pricing as of 3/3/2021; sourced from J.P. Morgan equity research (3/16/2021) 21Q 2021 pro forma revenue contribution per basin 3Inventory years calculated as total net capital for wells with PV/I greater than 1.5x, divided by total pro forma 2021 capital; flat NYMEX WTI $/Bbl & Henry Hub NYMEX $/MMBtu
GAS BREAKEVENS (NYMEX $/Mcf)1
OIL BREAKEVENS (WTI $/Bbl)1 Cimarex team performed a thorough review of Cabot’s Upper & Lower Marcellus assets, supporting a risked estimated life of 12-15 years for Cabot’s inventory, which competes with Cimarex’s near-term inventory › Addition of lowest risk / highest return
Marcellus inventory in industry, supported by ~1,000 operated offset producing wells
› Incremental long-term upside to inventory life across Cabot’s acreage
Delaware Basin & Marcellus commodity break- evens among the lowest break-even, long-life assets in North America › High quality portfolio with low maintenance
capital requirements (<$35/Bbl & <$2/MMBtu prices)
Potential to enhance capital efficiency & realize operational synergies: › Optimize field compression › Potential co-development of Upper & Lower
Marcellus zones where Purcell frac barrier is less prevalent/thick
› Mitigate parent/child well degradation › Manage volumes around natural gas seasonality
Cimarex validated Cabot’s assets through extensive technical evaluation
13%45%
Resource Scale Maximizes Capital Allocation Flexibility to Take Advantage of Commodity-Specific Cycles
>10 years
>20 years
Click to hear more about our team’s technical review of Cabot’s Marcellus assets
Complementing Cimarex’s Leading Assets with Cabot’s High Quality, High Return Inventory
Pro Forma Revenue2
Pro Forma Revenue2
Low Cost of Supply Assets
1 2
Combined Scale Increases Liquidity, Reduces Volatility & Is Expected to Improve the Credit Profile & Lower Cost of Capital
(1.0x)
(0.5x)
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
4.0x
YE 2
02 1e
N et
D eb
t / 2
02 1e
E BI
TD A
1Upstream company universe at the time of the transaction excluded companies with TEV greater than $25bn, minerals companies, offshore companies & international companies; FANG excluded from analysis given consensus estimates did not fully reflect recent deals at the time of transaction announcement
Smaller Scale / Higher Leverage
Larger Scale / Higher Leverage
Smaller Scale / Lower Leverage
Larger Scale / Lower Leverage
Lower cost of capital facilitates accelerated capital returns
Low Leverage + Scale Provides significant financial resilience & liquidity1
Pro Forma Liquidity & Debt Maturity Profile Scale supports low cost of capital (in millions)
9
Chart1
Liquidity
2021
2022
2023
2024
2025
2026
2027
2028
2029
Diverse & Skilled Combined Company Board Will Ensure Independent Oversight of Management
DAN O. DINGES Executive Chairman 40+ years of executive experience in O&G
industry, including 19 years as CEO of Cabot, with deep knowledge of the combined company, operations, culture and long-term strategy and goals.
THOMAS E. JORDEN President & CEO 35+ years of experience in the O&G industry,
including 10 years as CEO of Cimarex, with significant leadership and operational expertise and a track record of value creation
LISA STEWART Lead Independent Director
MARCUS WATTS Independent Director
Board of Directors Designees* Highly Skilled Board with the Right Experience to Provide Expert Oversight
PAUL ECKLEY Independent Director
HANS HELMERICH Independent Director
FRANCES VALLEJO Independent Director
DOROTHY ABLES Independent Director
AMANDA BROCK Independent Director
40+ years of O&G industry experience, including in reservoir engineering, business development, land & EH&S, including as Founder & Executive Chairman of Sheridan Production Partners
30+ years of O&G industry experience, with deep experience in natural gas transportation and marketing, as well as financial expertise having served as CFO of Duke Energy Gas Transmission, among other executive leadership roles
40+ years of management & operating experience as executive in upstream industry, with extensive technical understanding of development of O&G reserves, as well as financial and M&A expertise
Diverse experience & background gained from distinguished career building & managing global infrastructure businesses in O&G, water & power industries, including serving as the President & COO Solaris Midstream
Significant legal, transactional & management experience within O&G, among other industries, with particular expertise in governance, regulatory and EH&S matters
30+ years of O&G industry experience, with leadership roles in corporate planning, budgeting & treasury, including serving as the former Treasurer and VP of Corporate Planning & Development at ConocoPhillips
30+ years of executive experience in the O&G industry, including as former CEO and current Chairman of Helmerich & Payne, with deep understanding of the drilling sector
40+ years of institutional investor experience, including investments in public & private companies in the O&G industry, as well as extensive leadership experience serving as the former SVP of Investments at State Farm
10
10
10
9
9
9
7
7
7
7
4
Cybersecurity
* Subject to an ongoing review by Cabot of the independence and other qualifications of the Cimarex designees and formal action to be taken by the Cabot Board, Cimarex expects the members of the Board of Directors overseeing the combined business immediately after the closing of the merger will be as set forth in the table
Executive Compensation
› Incorporation of ESG metrics in incentive structure
› CEO has waived his contractual right to accelerated vesting of his equity awards at closing. For the purposes of this transaction, all his outstanding equity will be subject to “double trigger” vesting instead
› No cash payments to Cimarex executives in connection with the transaction closing (“double trigger”)
Board
› 8 of 10 directors will be independent
› 4 independent directors expected to be on the combined company board joined the Cimarex or Cabot board within the last 5 years, bringing fresh perspectives
› Strong Lead Independent Director with critical oversight responsibilities
› Track record of robust shareholder engagement will be continued with combined company
› Combined company will incorporate enhanced governance practices
› Accelerates annual election of all directors
› Majority vote standard
Governance
11
2015-2017 2018 2019 2020 YTD
Commitment to Sustainability Will Continue In The Combined Company’s Governance & Operations
Board • Formal Board-level oversight of ESG • ESG / energy transition experience represented on the Board
Operational • Commitment to strong safety performance & further reducing GHG
emissions
› Align reporting with SASB & TCFD frameworks
› Perform ESG materiality assessment › Prepare two-degree scenario analysis
Compensation • ESG metrics incorporated into executive compensation framework
Commitment to sustainability to be reflected throughout the combined company’s governance & operations
Scope 1 GHG Emissions Intensity (metric tons CO2e / MBoe)
Cumulative sourced recycled water (mm bbls)
Water Intensity 100mm bbls of produced, recyclable water sourced for completion operations
18.5 14.5
2019 2020 Permian High-Pressure Flaring Intensity (% of gross natural gas production)
Emissions & Flaring Reductions Goals for 2021
8-12% reduction
15-30% reduction
12
Board Process Was Guided by Fundamental Changes In the Energy Industry & Investor Feedback
• Many investors divested from the E&P sector in recent years due to:
› Low returns following rapid growth & development of U.S. onshore hydrocarbons
› Increasing focus on energy transition
• The market has placed increasing emphasis on mitigating volatility & making more conservative financial & strategic decisions focused on:
› Lowering capital intensive growth & financial leverage
› Generating FCF across cycles
› Returning capital to investors
› Managing risks associated with environmental sustainability & the anticipated energy transition
• Cimarex regularly engages shareholders to collect feedback & understand perspectives
• In addition to regular engagement, Cimarex invited respected energy investors to present to the Board while evaluating alternatives for the business
› These investors emphasized need to reduce capital intensity, maintain low leverage, focus on free cash flow generation & return capital
• Engaged in preliminary discussions of potential strategic transactions with Cabot & five other E&Ps
› Entered into NDAs & conducted mutual due diligence with two companies, including Cabot
• Performed thorough operational, technical & financial due diligence on Cabot’s assets
• The Board discussed the potential Cabot combination at 11 separate meetings (9 of which included executive sessions)
Transaction responds to evolving energy sector dynamics
Board sought shareholder input on best path forward
Board thoroughly explored alternatives to address fundamental changes in sector & position Cimarex for continued value creation
13
The Transaction Addresses These Emerging Strategic Imperatives & Will Create the Most Value for Cimarex Shareholders
Enables greater return of capital to shareholders than standalone Cimarex • Increased base dividend (86% increase over standalone), introduction of variable dividend targeting 50%+ of FCF & one-time special dividend post-closing • Capacity & confidence to distribute 30%+ of cash flow from operations in all but the lowest commodity price scenarios Provides for significant & sustained cash generation across cycles • Flexibility to leverage commodity-specific cycles in allocating capital across asset base • Increases FCF upside, decreases downside exposure & reduces mid-cycle volatility • Reduces capital intensity & reinvestment demands for combined business – targeting <60% reinvestment ratio • $100mm in identified G&A synergies, with further opportunities to enhance capital efficiency and realize operational synergies Strengthens asset base • Increases PDP value per share and NAV per share1
• PDP reserves increase from ~33% to ~38% of asset value & PDP reserve life increases from ~7 to ~9 years1, improving cash flow predictability and longevity Improves financial profile and stability • Enhanced scale, strong balance sheet, increased liquidity & reduced volatility relative to standalone Cimarex are expected to improve the company’s credit
ratings & cost of capital & enable the combined business to maintain a net debt-to-EBITDAX ratio of less than 1x Strengthens commitment to ESG & sustainability • The combined company will pursue industry leading ESG & sustainability policies, including committing to further improvement across critical sustainability
metrics • Executive compensation will be aligned with shareholder value creation & environmental sustainability Result of comprehensive review by Board, including thorough exploration of potential alternatives & deep-dive technical review of Cabot’s assets • Exchange ratio reflects near two-year high in relative trading values
1 Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 14
If you have any questions, please call our proxy solicitor:
Innisfree M&A Incorporated
New York, NY 10022
Banks & Brokers may call: (212) 750-5833
Vote FOR this value-enhancing transaction
15
Appendix
0.7500x
1.5000x
2.2500x
3.0000x
3.7500x
4.5000x
Jun-19 Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21 Apr-21 Jun-21 Aug-21
Equity and Commodity Transaction Backdrop Historical Exchange Ratio (Cimarex / Cabot)
Market Implied Exchange Ratio Deal Exchange Ratio
Source: FactSet market data as of 9/8/21 Note: WTI and HHub prices reflect average 60-month forward NYMEX strip prices
• NYMEX West Texas Intermediate (“WTI”) outperformed Henry Hub (“HHub”) by 34% in the 12 months leading up to the transaction announcement • Transaction terms represent highest exchange ratio in > 2 years • HHub has outperformed WTI by 18% since the date of the transaction announcement
4.0146x 4.0071x
(6/1/19 – 12/31/19)1
exchange ratio climbs
exchange ratio falls
(1/14/21 – 5/21/2021) 3
WTI outperforms HHub by 11%; exchange ratio climbs to > 2 year high
15% 4%
WTI HHub
4% 22%
WTI HHub
4
17
Source: FactSet market data as of 9/8/21 1Selected E&Ps include COP, DVN, EOG, FANG, MRO & PXD
Cimarex Performance Across Recent Time Periods
Stock price performance
Cimarex Has Outperformed The Peer Mean Since Transaction Announcement & YTD
18
19
“We are upgrading XEC to Buy based on its now-attractive free cash yield and payout capacity of the combined entity following the COG merger announcement in May. At this point, the combined entity trades at an attractive valuation in our view vs both oil and gas peers, with payout capacity ~10% next year, while retaining one of the strongest balance sheets in the group.”
“Based on the current combined market cap, we estimate the FCF Yield at 18%, EV/EBITDA at 3.1x, and balance sheet in a net cash position, making the combination financially attractive and we see management aggressively repurchasing shares if the stock continues to lag natural gas prices.”
“Pro forma entity is Top Pick for natural gas exposure…….Given our constructive view on the pro forma entity, XEC is also a Top Pick”
“XEC posted another solid quarter and is well positioned to increase the dividend again post the COG merger.”
(8/5/2021)
(8/12/2021)
(9/2/2021)
“Our first blush take on the all-stock, no premium merger of equals between COG and XEC is positive. The combination adds commodity and geographic diversity while increasing FCF generation potential and maintaining a debt leverage profile below 1x.”
(5/24/2021)
“With a bigger FCF generating base post merger, management is now more comfortable on the sustainability of a higher base dividend and payout structure, especially given COG’s PDPs and balance sheet. We agree that sustainability through price cycles is key for shareholder buy-in on return of capital” (5/24/2021)
(8/12/2021)
Note: Permission to quote neither sought nor provided
Cautionary Statement Regarding Forward-Looking Information This presentation contains certain forward-looking statements within the meaning of federal securities laws. Words such as anticipates, believes, expects, intends, plans, outlook, will, should, may and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Cabot’s and Cimarex’s current views about future events. Such forward- looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Cabot and Cimarex, including future financial and operating results Cabot’s and Cimarex’s plans, objectives, expectations and intentions the expected timing and likelihood of completion of the transaction the expected timing and amount of any future dividends and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected cash flow and liquidity, the achievement of synergies, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this presentation will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Cabot and Cimarex stockholder approvals the risk that an event, change or other circumstances could give rise to the termination of the proposed merger the risk that a condition to closing of the merger may not be satisfied on a timely basis or at all the length of time necessary to close the proposed transaction, which may be longer than anticipated for various reasons the risk that the businesses will not be integrated successfully the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cabot’s common stock or Cimarex’s common stock the risk of litigation related to the proposed transaction the effect of future regulatory or legislative actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to well spacing, hydraulic fracturing, natural gas flaring or other oil and natural gas development activities the risk that the credit ratings of the combined business may be different from what the companies expect disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers the diversion of management time on merger-related issues the volatility in commodity prices for crude oil and natural gas the continuing effects of the COVID-19 pandemic and the impact thereof on Cabot’s and Cimarex’s businesses, financial condition and results of operations actions by, or disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries the presence or recoverability of estimated reserves the ability to replace reserves environmental risks drilling and operating risks exploration and development risks competition the ability of management to execute its plans to meet its goals and other risks inherent in Cabot’s and Cimarex’s businesses. In addition, the declaration and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends following completion of the proposed transaction, will depend on the combined business financial results, cash requirements, future prospects and other factors deemed relevant by the board of directors of Cabot (as then constituted). These risks, as well as other risks related to the proposed transaction, are described in the registration statement on Form S-4 and the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and the definitive joint proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to: (1) Cabot’s annual reports on Form 10-K, quarterly reports on Form 10- Q and current reports on Form 8-K, which are available on Cabot’s website at www.cabotog.com/investorrelations and on the SECs website at http://www.sec.gov and (2) Cimarex’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on its website at www.cimarex.com/investor-relations and on the SECs website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Cabot nor Cimarex undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
20
Disclaimers
No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Additional Information about the Merger and Where to Find It In connection with the proposed transaction, Cabot filed with the SEC a registration statement on Form S-4 on June 30, 2021 (as amended on August 13, 2021), that includes a joint proxy statement of Cabot and Cimarex and that also constitutes a prospectus of Cabot. The registration statement was declared effective by the SEC on August 20, 2021, and on August 23, 2021 Cabot and Cimarex each filed the definitive joint proxy statement/prospectus in connection with the proposed transaction with the SEC. Cabot and Cimarex commenced mailing the definitive joint proxy statement/prospectus to stockholders on or about August 23, 2021. Each of Cabot and Cimarex will also file other relevant documents with the SEC regarding the proposed transaction. This presentation is not a substitute for the registration statement, the definitive joint proxy statement/prospectus, or any other document that Cabot or Cimarex has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement, the definitive joint proxy statement/prospectus and other documents containing important information about Cabot, Cimarex and the proposed transaction, once such documents are filed with the SEC, including the definitive joint proxy statement/prospectus if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cabot may be obtained free of charge on Cabot’s website at www.cabotog.com/investor-relations or by contacting Matt Kerin by email at [email protected] or by phone at 281-589-4642. Copies of the documents filed with the SEC by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor-relations. Participants in the Solicitation Cabot, Cimarex and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Cabot, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2021, and Cabot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021. Information about the directors and executive officers of Cimarex, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Cabot or Cimarex using the sources indicated above.
21
Disclaimers
Compelling Transaction with a Commitment to Best-in-Class Returns
Compelling Transaction with a Commitment to Best-in-Class Returns (cont.)
Combined Company Will Be Part of An Elite Class of Leading E&Ps
Slide Number 5
Slide Number 6
Ability to Optimize Capital Allocation Through Commodity Cycles Makes FCF More Resilient
Slide Number 8
Slide Number 9
Diverse & Skilled Combined Company Board Will Ensure Independent Oversight of Management
Slide Number 11
Commitment to Sustainability Will Continue In The Combined Company’s Governance & Operations
Board Process Was Guided by Fundamental Changes In the Energy Industry & Investor Feedback
The Transaction Addresses These Emerging Strategic Imperatives & Will Create the Most Value for Cimarex Shareholders
Slide Number 15
Slide Number 18
Research Analyst Commentary
Slide Number 20
Slide Number 21
Substantially increases return of capital to Cimarex shareholders
• Committed to returning 50%+ of FCF to shareholders with confidence to distribute 30%+ of CFO at all but the lowest of commodity price scenarios
• Enhances dividend payout to current Cimarex shareholders: › Increases base dividend by ~86% vs current Cimarex dividend › Introduces variable dividend targeting return of 50%+ of FCF › Pays special dividend of $0.50/combined company share after closing (equal to $2.01/Cimarex share)
Improved free cash flow profile driven by best-in-class combined assets
• Cimarex shareholders gain leverage to among the lowest break-even natural gas assets in North America through Cabot, creating a portfolio with scale & substantial capital optionality
• Combining Cimarex with Cabot’s low-decline assets enhances FCF resilience & delivers a combined >20 year estimated life of low-cost, high-return inventory
› PDP reserves increase from ~33% to ~38% of asset value1, improving cash flow stability & predictability › PDP reserve life increases from ~7 years to ~9 years1, improving cash flow longevity & continuity
• Increases NAV (discounted value of asset life cash flow generation) per share1
• Increases FCF upside, decreases downside exposure & reduces mid-cycle volatility • Expect to generate $4.7bn cumulative FCF 2022-24 at mid-cycle commodity prices
Strengthened financial profile with lower leverage and specific, actionable synergies
• Lowers leverage from 0.8x to 0.3x (’22E)1
• Improves cost of capital from scale, liquidity & stability • Strengthened balance sheet & cash flow stability create flexibility for combined company hedging strategy • $100mm in identified G&A synergies expected, with further opportunities to enhance capital efficiency & realize operational synergies
Compelling Transaction with a Commitment to Best-in-Class Returns
1Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 2
Strong Board & accountable governance
• Experienced, independent Board with strengths in executive leadership, capital allocation, ESG/Energy transition & M&A, among others › 4 of 8 independent directors expected to serve on the Board are diverse
• Combination enhances Board accountability & overall corporate governance profile: › Results in annual election of directors (with majority vote standard) & shareholder ability to act by written consent › Eliminates supermajority voting requirements › Continuing commitment to Board practice of soliciting & responding to shareholder feedback › Executive compensation will remain aligned with key strategic priorities, including environmental metrics & company
performance
• Separate Board committee of independent directors will provide oversight of all sustainability commitments, progress & standards • Sustainability metrics & commitments will be embedded in executive compensation, ensuring alignment
Transaction result of comprehensive process
• Process guided by fundamental changes in the energy industry and investor sentiment, with feedback from Cimarex’s shareholders › Independent Board thoroughly & thoughtfully explored potential alternatives to address industry changes › Sought perspectives of multiple shareholders on Cimarex’s outlook, strategy & opportunities throughout process
• Engaged in preliminary discussions with Cabot & 5 other E&P companies at various times over the course of 2020 & into 2021 › Proceeded to confidential diligence with Cabot & another E&P company › Cimarex team performed thorough operational, technical & financial due diligence on Cabot’s assets for over 3 months
• Ultimately, the Cimarex Board unanimously determined that a combination with Cabot would further align Cimarex with evolving industry trends & best-position the combined company for enhanced value creation
Compelling Transaction with a Commitment to Best-in-Class Returns (cont.)
3
Transaction Significantly Enhances Cimarex’s Profile on a Range of Key Metrics1
• Base quarterly cash dividend per share increases by 86%
• PDP value per share increases by 27%
• Increases NAV per share across full range of scenarios2
Combined Company Will Be Part of An Elite Class of Leading E&Ps
2022E FCF Yield + 2020-2022 Prod. CAGR greater than 10%
2022E Reinvestment Ratio of less than 60%
YE 2022 Net Debt / 2022E EBITDAX of less than 1.0x
Market cap greater than $10bn
2022E-2024E Cum. FCF as a % of Market Cap. of greater than 30%
The combined company will be one of only a few elite companies3 among 36 U.S. upstream independents to
achieve the following:
Commitment to Return 50%+ of FCF 50%+
1 Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 2 See Joint Proxy Statement/Prospectus of Cimarex and Cabot Oil & Gas for additional details 3 Includes the combined company, COP, DVN, FANG & PXD
$0.27
$0.50
$44.06
$56.07
4
New Dividend Framework Accelerates Return of Capital to Cimarex Shareholders
$106 $130
2021e 2021e 2022e 2023e 2024e Targeting future share repurchases / special dividends, depending on cash flow generation
1Variable dividend assumes base plus variable equals 50% of FCF 2$55/Bbl WTI oil price & $2.75/Mmbtu NYMEX Henry Hub natural gas price 3Assumes standalone 1Q to 3Q base dividends plus pro forma 4Q base dividend
INCREASING BASE DIVIDEND › Anticipate increasing base annual dividend to
XEC shareholders by 86% › Committed to growing base dividend over time
INTRODUCING VARIABLE DIVIDEND › Expect to introduce quarterly variable dividend
after closing (expect first payment 1Q22) › Flexible mechanism for targeting a total return of
50%+ of free cash flow
PAYING SPECIAL DIVIDEND
› $0.50 per combined company share ($2.01 per Cimarex share) special dividend expected to be payable after closing
› Equal to nearly two years of Cimarex’s base dividend
Base Dividend Variable Dividend
Materially Enhancing Dividend Payout (~3.5x standalone)1
Standalone XEC vs. XEC shareholder share of pro forma cash distributions ($mm) at mid- cycle price deck2
Special Dividend
$0.4
$5.7
$7.5
$40 / $2.25 $40 / $3.00 $50 / $2.25 $50 / $3.00 Mid-Cycle ($55 / $2.75)
$60 / $2.25 $60 / $3.00 $70 / $3.50
Base Dividend Variable Dividend Excess FCF 2022 - 2024 Cumulative FCF
Capacity & confidence to distribute >30% of CFO in all but the lowest commodity price scenarios
Robust FCF Outlook Drives Material Step-up in Capital Returns to Shareholders
1Variable dividend plus base dividend equals 50%+ of FCF. For illustrative purposes, the variable dividend plus the base dividend in each pricing scenario equals the greater of 30% of CFO or 50% of FCF
2022-2024 Cumulative FCF Outlook ($bn)1
FCF & implied cash distributions to shareholders at various price scenarios
6
(61%)
(76%) (70%) (57%)
60% 61% 69%
$70 oil & $3.50 gas
$40 oil & $2.00 gas
$70 oil & $2.75 gas
$40 oil & $2.75 gas
XEC standalone
Note: Analysis examines movement of 2022-2024 total cash flow across a 90% commodity price confidence interval around a $55 oil / $2.75 gas “mid-cycle” price case. Commodity price confidence interval based on statistical analysis of 15+ years of futures contract time spreads, resulting in NYMEX commodity price ranges of $40-70 / bbl & $2.00-$3.50 / MMBtu
Ability to Optimize Capital Allocation Through Commodity Cycles Makes FCF More Resilient
Optimized Optimized
“Optimized” pro forma case illustrates the combined company’s ability to reallocate capital to increase overall returns while moderating growth
Standalone Standalone
% Change in FCF % Change in FCF
Increased FCF Upside; Reduced FCF Downside Increased FCF upside in high commodity price environments & reduced FCF downside in low commodity price environments
Reduced Volatility & Asymmetric Protection FCF volatility from oil price changes is significantly diminished; elimination of downside greater than reduction in upside exposure
7
$1.87 $2.32 $2.33 $2.53 $2.58 $2.60 $2.71 $2.77 $2.95 $3.01
$3.37
or th
T X
1Oil & natural gas play breakeven analysis assumes 25% BTAX IRRs & strip pricing as of 3/3/2021; sourced from J.P. Morgan equity research (3/16/2021) 21Q 2021 pro forma revenue contribution per basin 3Inventory years calculated as total net capital for wells with PV/I greater than 1.5x, divided by total pro forma 2021 capital; flat NYMEX WTI $/Bbl & Henry Hub NYMEX $/MMBtu
GAS BREAKEVENS (NYMEX $/Mcf)1
OIL BREAKEVENS (WTI $/Bbl)1 Cimarex team performed a thorough review of Cabot’s Upper & Lower Marcellus assets, supporting a risked estimated life of 12-15 years for Cabot’s inventory, which competes with Cimarex’s near-term inventory › Addition of lowest risk / highest return
Marcellus inventory in industry, supported by ~1,000 operated offset producing wells
› Incremental long-term upside to inventory life across Cabot’s acreage
Delaware Basin & Marcellus commodity break- evens among the lowest break-even, long-life assets in North America › High quality portfolio with low maintenance
capital requirements (<$35/Bbl & <$2/MMBtu prices)
Potential to enhance capital efficiency & realize operational synergies: › Optimize field compression › Potential co-development of Upper & Lower
Marcellus zones where Purcell frac barrier is less prevalent/thick
› Mitigate parent/child well degradation › Manage volumes around natural gas seasonality
Cimarex validated Cabot’s assets through extensive technical evaluation
13%45%
Resource Scale Maximizes Capital Allocation Flexibility to Take Advantage of Commodity-Specific Cycles
>10 years
>20 years
Click to hear more about our team’s technical review of Cabot’s Marcellus assets
Complementing Cimarex’s Leading Assets with Cabot’s High Quality, High Return Inventory
Pro Forma Revenue2
Pro Forma Revenue2
Low Cost of Supply Assets
1 2
Combined Scale Increases Liquidity, Reduces Volatility & Is Expected to Improve the Credit Profile & Lower Cost of Capital
(1.0x)
(0.5x)
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
4.0x
YE 2
02 1e
N et
D eb
t / 2
02 1e
E BI
TD A
1Upstream company universe at the time of the transaction excluded companies with TEV greater than $25bn, minerals companies, offshore companies & international companies; FANG excluded from analysis given consensus estimates did not fully reflect recent deals at the time of transaction announcement
Smaller Scale / Higher Leverage
Larger Scale / Higher Leverage
Smaller Scale / Lower Leverage
Larger Scale / Lower Leverage
Lower cost of capital facilitates accelerated capital returns
Low Leverage + Scale Provides significant financial resilience & liquidity1
Pro Forma Liquidity & Debt Maturity Profile Scale supports low cost of capital (in millions)
9
Chart1
Liquidity
2021
2022
2023
2024
2025
2026
2027
2028
2029
Diverse & Skilled Combined Company Board Will Ensure Independent Oversight of Management
DAN O. DINGES Executive Chairman 40+ years of executive experience in O&G
industry, including 19 years as CEO of Cabot, with deep knowledge of the combined company, operations, culture and long-term strategy and goals.
THOMAS E. JORDEN President & CEO 35+ years of experience in the O&G industry,
including 10 years as CEO of Cimarex, with significant leadership and operational expertise and a track record of value creation
LISA STEWART Lead Independent Director
MARCUS WATTS Independent Director
Board of Directors Designees* Highly Skilled Board with the Right Experience to Provide Expert Oversight
PAUL ECKLEY Independent Director
HANS HELMERICH Independent Director
FRANCES VALLEJO Independent Director
DOROTHY ABLES Independent Director
AMANDA BROCK Independent Director
40+ years of O&G industry experience, including in reservoir engineering, business development, land & EH&S, including as Founder & Executive Chairman of Sheridan Production Partners
30+ years of O&G industry experience, with deep experience in natural gas transportation and marketing, as well as financial expertise having served as CFO of Duke Energy Gas Transmission, among other executive leadership roles
40+ years of management & operating experience as executive in upstream industry, with extensive technical understanding of development of O&G reserves, as well as financial and M&A expertise
Diverse experience & background gained from distinguished career building & managing global infrastructure businesses in O&G, water & power industries, including serving as the President & COO Solaris Midstream
Significant legal, transactional & management experience within O&G, among other industries, with particular expertise in governance, regulatory and EH&S matters
30+ years of O&G industry experience, with leadership roles in corporate planning, budgeting & treasury, including serving as the former Treasurer and VP of Corporate Planning & Development at ConocoPhillips
30+ years of executive experience in the O&G industry, including as former CEO and current Chairman of Helmerich & Payne, with deep understanding of the drilling sector
40+ years of institutional investor experience, including investments in public & private companies in the O&G industry, as well as extensive leadership experience serving as the former SVP of Investments at State Farm
10
10
10
9
9
9
7
7
7
7
4
Cybersecurity
* Subject to an ongoing review by Cabot of the independence and other qualifications of the Cimarex designees and formal action to be taken by the Cabot Board, Cimarex expects the members of the Board of Directors overseeing the combined business immediately after the closing of the merger will be as set forth in the table
Executive Compensation
› Incorporation of ESG metrics in incentive structure
› CEO has waived his contractual right to accelerated vesting of his equity awards at closing. For the purposes of this transaction, all his outstanding equity will be subject to “double trigger” vesting instead
› No cash payments to Cimarex executives in connection with the transaction closing (“double trigger”)
Board
› 8 of 10 directors will be independent
› 4 independent directors expected to be on the combined company board joined the Cimarex or Cabot board within the last 5 years, bringing fresh perspectives
› Strong Lead Independent Director with critical oversight responsibilities
› Track record of robust shareholder engagement will be continued with combined company
› Combined company will incorporate enhanced governance practices
› Accelerates annual election of all directors
› Majority vote standard
Governance
11
2015-2017 2018 2019 2020 YTD
Commitment to Sustainability Will Continue In The Combined Company’s Governance & Operations
Board • Formal Board-level oversight of ESG • ESG / energy transition experience represented on the Board
Operational • Commitment to strong safety performance & further reducing GHG
emissions
› Align reporting with SASB & TCFD frameworks
› Perform ESG materiality assessment › Prepare two-degree scenario analysis
Compensation • ESG metrics incorporated into executive compensation framework
Commitment to sustainability to be reflected throughout the combined company’s governance & operations
Scope 1 GHG Emissions Intensity (metric tons CO2e / MBoe)
Cumulative sourced recycled water (mm bbls)
Water Intensity 100mm bbls of produced, recyclable water sourced for completion operations
18.5 14.5
2019 2020 Permian High-Pressure Flaring Intensity (% of gross natural gas production)
Emissions & Flaring Reductions Goals for 2021
8-12% reduction
15-30% reduction
12
Board Process Was Guided by Fundamental Changes In the Energy Industry & Investor Feedback
• Many investors divested from the E&P sector in recent years due to:
› Low returns following rapid growth & development of U.S. onshore hydrocarbons
› Increasing focus on energy transition
• The market has placed increasing emphasis on mitigating volatility & making more conservative financial & strategic decisions focused on:
› Lowering capital intensive growth & financial leverage
› Generating FCF across cycles
› Returning capital to investors
› Managing risks associated with environmental sustainability & the anticipated energy transition
• Cimarex regularly engages shareholders to collect feedback & understand perspectives
• In addition to regular engagement, Cimarex invited respected energy investors to present to the Board while evaluating alternatives for the business
› These investors emphasized need to reduce capital intensity, maintain low leverage, focus on free cash flow generation & return capital
• Engaged in preliminary discussions of potential strategic transactions with Cabot & five other E&Ps
› Entered into NDAs & conducted mutual due diligence with two companies, including Cabot
• Performed thorough operational, technical & financial due diligence on Cabot’s assets
• The Board discussed the potential Cabot combination at 11 separate meetings (9 of which included executive sessions)
Transaction responds to evolving energy sector dynamics
Board sought shareholder input on best path forward
Board thoroughly explored alternatives to address fundamental changes in sector & position Cimarex for continued value creation
13
The Transaction Addresses These Emerging Strategic Imperatives & Will Create the Most Value for Cimarex Shareholders
Enables greater return of capital to shareholders than standalone Cimarex • Increased base dividend (86% increase over standalone), introduction of variable dividend targeting 50%+ of FCF & one-time special dividend post-closing • Capacity & confidence to distribute 30%+ of cash flow from operations in all but the lowest commodity price scenarios Provides for significant & sustained cash generation across cycles • Flexibility to leverage commodity-specific cycles in allocating capital across asset base • Increases FCF upside, decreases downside exposure & reduces mid-cycle volatility • Reduces capital intensity & reinvestment demands for combined business – targeting <60% reinvestment ratio • $100mm in identified G&A synergies, with further opportunities to enhance capital efficiency and realize operational synergies Strengthens asset base • Increases PDP value per share and NAV per share1
• PDP reserves increase from ~33% to ~38% of asset value & PDP reserve life increases from ~7 to ~9 years1, improving cash flow predictability and longevity Improves financial profile and stability • Enhanced scale, strong balance sheet, increased liquidity & reduced volatility relative to standalone Cimarex are expected to improve the company’s credit
ratings & cost of capital & enable the combined business to maintain a net debt-to-EBITDAX ratio of less than 1x Strengthens commitment to ESG & sustainability • The combined company will pursue industry leading ESG & sustainability policies, including committing to further improvement across critical sustainability
metrics • Executive compensation will be aligned with shareholder value creation & environmental sustainability Result of comprehensive review by Board, including thorough exploration of potential alternatives & deep-dive technical review of Cabot’s assets • Exchange ratio reflects near two-year high in relative trading values
1 Based on respective company databases at 5/21/21 strip prices & blended WACC. Increases measured compared to Cimarex standalone metrics 14
If you have any questions, please call our proxy solicitor:
Innisfree M&A Incorporated
New York, NY 10022
Banks & Brokers may call: (212) 750-5833
Vote FOR this value-enhancing transaction
15
Appendix
0.7500x
1.5000x
2.2500x
3.0000x
3.7500x
4.5000x
Jun-19 Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21 Apr-21 Jun-21 Aug-21
Equity and Commodity Transaction Backdrop Historical Exchange Ratio (Cimarex / Cabot)
Market Implied Exchange Ratio Deal Exchange Ratio
Source: FactSet market data as of 9/8/21 Note: WTI and HHub prices reflect average 60-month forward NYMEX strip prices
• NYMEX West Texas Intermediate (“WTI”) outperformed Henry Hub (“HHub”) by 34% in the 12 months leading up to the transaction announcement • Transaction terms represent highest exchange ratio in > 2 years • HHub has outperformed WTI by 18% since the date of the transaction announcement
4.0146x 4.0071x
(6/1/19 – 12/31/19)1
exchange ratio climbs
exchange ratio falls
(1/14/21 – 5/21/2021) 3
WTI outperforms HHub by 11%; exchange ratio climbs to > 2 year high
15% 4%
WTI HHub
4% 22%
WTI HHub
4
17
Source: FactSet market data as of 9/8/21 1Selected E&Ps include COP, DVN, EOG, FANG, MRO & PXD
Cimarex Performance Across Recent Time Periods
Stock price performance
Cimarex Has Outperformed The Peer Mean Since Transaction Announcement & YTD
18
19
“We are upgrading XEC to Buy based on its now-attractive free cash yield and payout capacity of the combined entity following the COG merger announcement in May. At this point, the combined entity trades at an attractive valuation in our view vs both oil and gas peers, with payout capacity ~10% next year, while retaining one of the strongest balance sheets in the group.”
“Based on the current combined market cap, we estimate the FCF Yield at 18%, EV/EBITDA at 3.1x, and balance sheet in a net cash position, making the combination financially attractive and we see management aggressively repurchasing shares if the stock continues to lag natural gas prices.”
“Pro forma entity is Top Pick for natural gas exposure…….Given our constructive view on the pro forma entity, XEC is also a Top Pick”
“XEC posted another solid quarter and is well positioned to increase the dividend again post the COG merger.”
(8/5/2021)
(8/12/2021)
(9/2/2021)
“Our first blush take on the all-stock, no premium merger of equals between COG and XEC is positive. The combination adds commodity and geographic diversity while increasing FCF generation potential and maintaining a debt leverage profile below 1x.”
(5/24/2021)
“With a bigger FCF generating base post merger, management is now more comfortable on the sustainability of a higher base dividend and payout structure, especially given COG’s PDPs and balance sheet. We agree that sustainability through price cycles is key for shareholder buy-in on return of capital” (5/24/2021)
(8/12/2021)
Note: Permission to quote neither sought nor provided
Cautionary Statement Regarding Forward-Looking Information This presentation contains certain forward-looking statements within the meaning of federal securities laws. Words such as anticipates, believes, expects, intends, plans, outlook, will, should, may and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Cabot’s and Cimarex’s current views about future events. Such forward- looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Cabot and Cimarex, including future financial and operating results Cabot’s and Cimarex’s plans, objectives, expectations and intentions the expected timing and likelihood of completion of the transaction the expected timing and amount of any future dividends and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected cash flow and liquidity, the achievement of synergies, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this presentation will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Cabot and Cimarex stockholder approvals the risk that an event, change or other circumstances could give rise to the termination of the proposed merger the risk that a condition to closing of the merger may not be satisfied on a timely basis or at all the length of time necessary to close the proposed transaction, which may be longer than anticipated for various reasons the risk that the businesses will not be integrated successfully the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cabot’s common stock or Cimarex’s common stock the risk of litigation related to the proposed transaction the effect of future regulatory or legislative actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to well spacing, hydraulic fracturing, natural gas flaring or other oil and natural gas development activities the risk that the credit ratings of the combined business may be different from what the companies expect disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers the diversion of management time on merger-related issues the volatility in commodity prices for crude oil and natural gas the continuing effects of the COVID-19 pandemic and the impact thereof on Cabot’s and Cimarex’s businesses, financial condition and results of operations actions by, or disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries the presence or recoverability of estimated reserves the ability to replace reserves environmental risks drilling and operating risks exploration and development risks competition the ability of management to execute its plans to meet its goals and other risks inherent in Cabot’s and Cimarex’s businesses. In addition, the declaration and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends following completion of the proposed transaction, will depend on the combined business financial results, cash requirements, future prospects and other factors deemed relevant by the board of directors of Cabot (as then constituted). These risks, as well as other risks related to the proposed transaction, are described in the registration statement on Form S-4 and the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and the definitive joint proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to: (1) Cabot’s annual reports on Form 10-K, quarterly reports on Form 10- Q and current reports on Form 8-K, which are available on Cabot’s website at www.cabotog.com/investorrelations and on the SECs website at http://www.sec.gov and (2) Cimarex’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on its website at www.cimarex.com/investor-relations and on the SECs website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Cabot nor Cimarex undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
20
Disclaimers
No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Additional Information about the Merger and Where to Find It In connection with the proposed transaction, Cabot filed with the SEC a registration statement on Form S-4 on June 30, 2021 (as amended on August 13, 2021), that includes a joint proxy statement of Cabot and Cimarex and that also constitutes a prospectus of Cabot. The registration statement was declared effective by the SEC on August 20, 2021, and on August 23, 2021 Cabot and Cimarex each filed the definitive joint proxy statement/prospectus in connection with the proposed transaction with the SEC. Cabot and Cimarex commenced mailing the definitive joint proxy statement/prospectus to stockholders on or about August 23, 2021. Each of Cabot and Cimarex will also file other relevant documents with the SEC regarding the proposed transaction. This presentation is not a substitute for the registration statement, the definitive joint proxy statement/prospectus, or any other document that Cabot or Cimarex has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement, the definitive joint proxy statement/prospectus and other documents containing important information about Cabot, Cimarex and the proposed transaction, once such documents are filed with the SEC, including the definitive joint proxy statement/prospectus if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cabot may be obtained free of charge on Cabot’s website at www.cabotog.com/investor-relations or by contacting Matt Kerin by email at [email protected] or by phone at 281-589-4642. Copies of the documents filed with the SEC by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor-relations. Participants in the Solicitation Cabot, Cimarex and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Cabot, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2021, and Cabot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021. Information about the directors and executive officers of Cimarex, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Cabot or Cimarex using the sources indicated above.
21
Disclaimers
Compelling Transaction with a Commitment to Best-in-Class Returns
Compelling Transaction with a Commitment to Best-in-Class Returns (cont.)
Combined Company Will Be Part of An Elite Class of Leading E&Ps
Slide Number 5
Slide Number 6
Ability to Optimize Capital Allocation Through Commodity Cycles Makes FCF More Resilient
Slide Number 8
Slide Number 9
Diverse & Skilled Combined Company Board Will Ensure Independent Oversight of Management
Slide Number 11
Commitment to Sustainability Will Continue In The Combined Company’s Governance & Operations
Board Process Was Guided by Fundamental Changes In the Energy Industry & Investor Feedback
The Transaction Addresses These Emerging Strategic Imperatives & Will Create the Most Value for Cimarex Shareholders
Slide Number 15
Slide Number 18
Research Analyst Commentary
Slide Number 20
Slide Number 21